Restatement | 6 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Mar. 31, 2013 |
Restatement | ' | ' |
Restatement | ' | ' |
Note 20—Restatement | Note 19—Restatement |
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The Company made a determination following the completion of the Resource Report and PEA in late 2011 that it had met the requirements to transition from an exploration stage to a development stage company and accordingly began capitalizing all development related costs related to the Holbrook Project as of January 1, 2012. Prior to this date and while we were in the exploration stage, all costs related to the Holbrook Project were expensed as incurred. | The Company made a determination following the completion of the Resource Report and PEA in late 2011 that it had met the requirements to transition from an exploration stage to a development stage company and accordingly began capitalizing all development related costs related to the Holbrook Project as of January 1, 2012. Prior to this date and while we were in the exploration stage, all costs related to the Holbrook Project were expensed as incurred. |
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The Company has now determined that its capitalization of these development related costs was not fully in accordance with U.S. GAAP and has amended and restated its September 30, 2013 consolidated financial statements to expense certain costs previously capitalized in the balance sheet accounts for Mineral Properties and Deferred Fees. The net effect of these adjustments on the September 30, 2013 balance sheet reduced the Mineral Properties account balance to $13.7 million from its previously reported balance of $45.1 million and the Deferred Fees account balance to nil from its previously reported balance of $7.3 million. With this restatement, we also reduced our previously reported expense for equity compensation related to unvested, forfeited stock options. This resulted in a reduction of $1.4 million in our General and Administrative expenses for the six months ended September 30, 2013. | The Company has now determined that its capitalization of these development related costs was not fully in accordance with U.S. GAAP and has amended and restated its March 31, 2012 and March 31, 2013 consolidated financial statements to expense certain costs previously capitalized in the balance sheet accounts for Mineral Properties and Deferred Fees. The net effect of these adjustments on the March 31, 2013 balance sheet was a reduction in the Mineral Properties account balance to $13.7 million from its previously reported balance of $40.0 million and the Deferred Fees account balance to nil from its previously reported balance of $7.8 million. With this restatement, we also reduced our previously reported expense for equity compensation related to unvested, forfeited stock options. This resulted in a reduction of $0.6 million in our General and Administrative expenses for the year ended March 31, 2013 and nil for the year ended March 31, 2012. |
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The following tables reflect the adjustment and restated amounts: | Additionally, we retroactively adjusted for the change in equity as a result of the 1-for-50 reverse stock split that occurred on September 4, 2013. |
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Consolidated Balance Sheet | The following tables reflect the adjustment and restated amounts: |
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| | September 30, 2013 | | Consolidated Balance Sheet |
| | As Reported | | Adjustment | | As Restated | | |
($000’s) | ($000’s) | ($000’s) | | | March 31, 2013 | |
ASSETS | | | | | | | | | | As Reported | | Adjustment | | As Restated | |
Mineral properties | | 45,140 | | (31,450 | ) | 13,690 | | ($000’s) | ($000’s) | ($000’s) |
Deferred fees | | 7,313 | | (7,313 | ) | — | | ASSETS | | | | | | | |
Total noncurrent assets | | 53,647 | | (38,763 | ) | 14,884 | | Mineral properties | | 39,994 | | (26,304 | ) | 13,690 | |
Total assets | | 56,860 | | (38,763 | ) | 18,097 | | Deferred fees | | 7,751 | | (7,751 | ) | — | |
LIABILITIES AND EQUITY | | | | | | | | Total noncurrent assets | | 48,842 | | (34,055 | ) | 14,787 | |
Additional paid-in capital | | 44,119 | | (6,789 | ) | 37,330 | | Total assets | | 51,062 | | (34,055 | ) | 17,007 | |
Losses accumulated in the exploration stage | | (145,624 | ) | (31,974 | ) | (177,598 | ) | SHAREHOLDER’S DEFICIT | | | | | | | |
Total shareholder’s deficit | | (101,501 | ) | (38,763 | ) | (140,264 | ) | Common stock | | 73 | | (72 | ) | 1 | |
Total liabilities, redeemable preferred stock and shareholders’ deficit | | 56,860 | | (38,763 | ) | 18,097 | | Additional paid-in capital | | 35,641 | | (5,306 | ) | 30,335 | |
| Losses accumulated in exploration stage | | (131,577 | ) | (28,677 | ) | (160,254 | ) |
Consolidated Statement of Operations | Total shareholder’s deficit - Prospect Global Resources, Inc. | | (95,863 | ) | (34,055 | ) | (129,918 | ) |
| Total liabilities and shareholder’s deficit | | 51,062 | | (34,055 | ) | 17,007 | |
| | Three months ended | | |
September 30, 2013 | Consolidated Statement of Operations |
| | As Reported | | Adjustment | | As Restated | | |
($000’s) | ($000’s) | ($000’s) | | | Twelve months ended | |
Exploration | | — | | 2,859 | | 2,859 | | March 31, 2013 |
General and administrative | | 1,902 | | 359 | | 2,261 | | | | As Reported | | Adjustment | | As Restated | |
Off-take arrangement fee | | — | | (438 | ) | (438 | ) | ($000’s) | ($000’s) | ($000’s) |
Total expenses | | 3,652 | | 2,780 | | 6,432 | | Exploration | | — | | 18,575 | | 18,575 | |
Loss from operations | | (3,652 | ) | (2,780 | ) | (6,432 | ) | General and administrative | | 42,737 | | 5,721 | | 48,458 | |
Net loss | | (15,581 | ) | (2,780 | ) | (18,361 | ) | Off-take arrangement fee | | — | | 7,751 | | 7,751 | |
Net loss attributable to non-controlling interest | | — | | — | | — | | Total expenses | | 42,737 | | 32,047 | | 74,784 | |
Net loss attributable to Prospect Global Resources, Inc. | | (15,581 | ) | (2,780 | ) | (18,361 | ) | Loss from operations | | (42,737 | ) | (32,047 | ) | (74,784 | ) |
Loss per share - basic and diluted | | (5.75 | ) | (1.02 | ) | (6.77 | ) | Net loss | | (51,878 | ) | (32,047 | ) | (83,925 | ) |
| Net loss attributable to non-controlling interest | | 12 | | 4,059 | | 4,071 | |
Consolidated Statement of Operations | Net loss attributable to Prospect Global Resources, Inc. | | (51,866 | ) | (27,988 | ) | (79,854 | ) |
| Loss per share - basic and diluted | | (44.91 | ) | (24.23 | ) | (69.14 | ) |
| | Six Months ended | | |
September 30, 2013 | Consolidated Statement of Operations |
| | As Reported | | Adjustment | | As Restated | | |
($000’s) | ($000’s) | ($000’s) | | | Inception through | |
Exploration | | — | | 4,071 | | 4,071 | | March 31, 2013 |
General and administrative | | 4,691 | | (336 | ) | 4,355 | | | | As Reported | | Adjustment | | As Restated | |
Off-take arrangement fee | | — | | (438 | ) | (438 | ) | ($000’s) | ($000’s) | ($000’s) |
Total expenses | | 9,742 | | 3,297 | | 13,039 | | Exploration | | 5,600 | | 19,623 | | 25,223 | |
Loss from operations | | (9,742 | ) | (3,297 | ) | (13,039 | ) | General and Administrative | | 61,102 | | 6,049 | | 67,151 | |
Net loss | | (14,047 | ) | (3,297 | ) | (17,344 | ) | Off-take arrangement fee | | — | | 7,751 | | 7,751 | |
Net loss attributable to Prospect Global Resources, Inc. | | (14,047 | ) | (3,297 | ) | (17,344 | ) | Total expenses | | 66,702 | | 33,423 | | 100,125 | |
Loss per share - basic and diluted | | (6.69 | ) | (1.55 | ) | (8.24 | ) | Loss from operations | | (66,702 | ) | (33,423 | ) | (100,125 | ) |
| Net loss | | (134,668 | ) | (33,423 | ) | (168,091 | ) |
Consolidated Statement of Operations | Net loss attributable to non-controlling interest | | 3,090 | | 4,747 | | 7,837 | |
| Net loss attributable to Prospect Global Resources, Inc. | | (131,578 | ) | (28,676 | ) | (160,254 | ) |
| | Inception through | | Loss per share - basic and diluted | | (183.77 | ) | (40.05 | ) | (223.82 | ) |
September 30, 2013 | |
| | As Reported | | Adjustment | | As Restated | | Consolidated Statement of Cash Flows |
($000’s) | ($000’s) | ($000’s) | |
Exploration | | 5,600 | | 23,694 | | 29,294 | | | | Twelve months ended | |
General and administrative | | 59,826 | | 5,714 | | 65,540 | | March 31, 2013 |
Off-take arrangement fee | | — | | 7,313 | | 7,313 | | | | As Reported | | Adjustment | | As Restated | |
Total expenses | | 76,443 | | 36,721 | | 113,164 | | ($000’s) | ($000’s) | ($000’s) |
Loss from operations | | (76,443 | ) | (36,721 | ) | (113,164 | ) | Operating activities: | | | | | | | |
Net loss | | (148,714 | ) | (36,721 | ) | (185,435 | ) | Net loss | | (51,878 | ) | (32,047 | ) | (83,925 | ) |
Net loss attributable to non-controlling interest | | 3,090 | | 4,747 | | 7,837 | | Services paid for with securities | | 776 | | 3,877 | | 4,653 | |
Net loss attributable to Prospect Global Resources, Inc. | | (145,624 | ) | (31,974 | ) | (177,598 | ) | Stock based compensation | | 13,794 | | 2,445 | | 16,239 | |
Loss per share - basic and diluted | | (124.71 | ) | (27.35 | ) | (152.06 | ) | Deferred fees | | (2,287 | ) | 2,287 | | — | |
| Account payable | | 497 | | 1,682 | | 2,179 | |
Consolidated Statement of Cash Flows | Accrued liabilities | | (915 | ) | 4,578 | | 3,663 | |
| Net cash used in operating activities | | (17,645 | ) | (17,178 | ) | (34,823 | ) |
| | Six months ended | | | | | | | | | |
September 30, 2013 | Investing activities: | | | | | | | |
| | As Reported | | Adjustment | | As Restated | | Mineral properties | | (18,777 | ) | 17,178 | | (1,599 | ) |
($000’s) | ($000’s) | ($000’s) | Net cash used in investing activities | | (19,796 | ) | 17,178 | | (2,618 | ) |
Operating activities: | | | | | | | | |
Net loss | | (14,047 | ) | (3,297 | ) | (17,344 | ) | Consolidated Statement of Cash Flows |
Stock based compensation | | 1,103 | | (928 | ) | 175 | | |
Account payable and accrued liabilities | | 223 | | (2,187 | ) | (1,964 | ) | | | Inception through | |
Net cash used in operating activities | | (3,810 | ) | (6,412 | ) | (10,222 | ) | March 31, 2013 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
Investing activities: | | | | | | | | ($000’s) | ($000’s) | ($000’s) |
Mineral properties | | (6,412 | ) | 6,412 | | — | | Operating activities: | | | | | | | |
Net cash used in investing activities | | (6,807 | ) | 6,412 | | (395 | ) | Net loss | | (134,668 | ) | (33,423 | ) | (168,091 | ) |
| Services paid for with securities | | 3,156 | | 3,877 | | 7,033 | |
Consolidated Statement of Cash Flows | Stock based compensation | | 23,512 | | 2,445 | | 25,957 | |
| Deferred fees | | (2,288 | ) | 2,288 | | — | |
| | Inception through | | Accounts payable | | 1,169 | | 1,681 | | 2,850 | |
September 30, 2013 | Accrued liabilities | | (531 | ) | 5,049 | | 4,518 | |
| | As Reported | | Adjustment | | As Restated | | Net cash used in operating activities | | (29,360 | ) | (18,083 | ) | (47,443 | ) |
($000’s) | ($000’s) | ($000’s) | | | | | | | | |
Operating activities: | | | | | | | | Investing activities: | | | | | | | |
Net loss | | (148,715 | ) | (36,720 | ) | (185,435 | ) | Mineral properties | | (20,773 | ) | 18,083 | | (2,690 | ) |
Services paid for with securities | | 3,695 | | 3,877 | | 7,572 | | Net cash used in investing activities | | (21,879 | ) | 18,083 | | (3,796 | ) |
Stock based compensation | | 18,648 | | 1,517 | | 20,165 | | |
Deferred fees | | (2,288 | ) | 2,288 | | — | | Consolidated Balance Sheet |
Account payable and accrued liabilities | | 861 | | 4,543 | | 5,404 | | |
Net cash used in operating activities | | (33,170 | ) | (24,495 | ) | (57,665 | ) | | | March 31, 2012 | |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
Investing activities: | | | | | | | | ($000’s) | ($000’s) | ($000’s) |
Mineral properties | | (27,185 | ) | 24,495 | | (2,690 | ) | ASSETS | | | | | | | |
Net cash used in investing activities | | (28,686 | ) | 24,495 | | (4,191 | ) | Mineral properties | | 13,468 | | (1,377 | ) | 12,091 | |
| Total noncurrent assets | | 13,630 | | (1,377 | ) | 12,253 | |
The Company also restated the September 30, 2012 interim consolidated financial statements to expense certain costs previously capitalized in the balance sheet accounts for Mineral Properties and Deferred Fees. The details and effects of these restatements on the financial statements for the three and six months ended September 30, 2012 are outlined in the tables below. We have also included the effects of the 1 for 50 reverse stock split that occurred on September 4, 2013. | Total assets | | 25,784 | | (1,377 | ) | 24,407 | |
| SHAREHOLDER’S EQUITY | | | | | | | |
Consolidated Statement of Operations | Common Stock | | 40 | | (40 | ) | — | |
| Additional paid-in capital | | 91,957 | | 40 | | 91,997 | |
| | Three months | | Losses accumulated in exploration stage | | (79,711 | ) | (688 | ) | (80,400 | ) |
ended September | Total shareholder’s equity - Prospect Global Resources, Inc. | | 12,285 | | (688 | ) | 11,597 | |
30, 2012 | Non-controlling interest | | 7,923 | | (689 | ) | 7,234 | |
| | As Reported | | Adjustment | | As Restated | | Total shareholder’s equity | | 20,208 | | (1,377 | ) | 18,831 | |
($000’s) | ($000’s) | ($000’s) | Total liabilities and shareholder’s deficit | | 25,784 | | (1,377 | ) | 24,407 | |
Exploration | | — | | 5,802 | | 5,802 | | |
General and administrative (1) | | 12,080 | | 3,167 | | 15,247 | | Consolidated Statement of Operations |
Total expenses | | 12,080 | | 8,969 | | 21,049 | | |
Loss from operations | | (12,080 | ) | (8,969 | ) | (21,049 | ) | | | Fiscal Year ending | |
Net loss | | (13,951 | ) | (8,969 | ) | (22,920 | ) | March 31, 2012 |
Net loss attributable to non-controlling interest | | 6 | | 807 | | 813 | | | | As Reported | | Adjustment | | As Restated | |
Net loss attributable to Prospect Global Resources, Inc. | | (13,945 | ) | (8,162 | ) | (22,107 | ) | ($000’s) | ($000’s) | ($000’s) |
Loss per share - basic and diluted | | (12.75 | ) | (7.46 | ) | (20.21 | ) | Exploration | | 4,954 | | 1,048 | | 6,002 | |
| General and administrative | | 16,877 | | 329 | | 17,206 | |
(1) Includes warrant expense of $5,619. | Total expenses | | 21,831 | | 1,377 | | 23,208 | |
| Loss from operations | | (21,831 | ) | (1,377 | ) | (23,208 | ) |
Consolidated Statement of Operations | Net loss | | (65,580 | ) | (1,377 | ) | (66,957 | ) |
| Net loss attributable to non-controlling interest | | 2,702 | | 689 | | 3,391 | |
| | Six Months ended | | Net loss attributable to Prospect Global Resources, Inc. | | (62,878 | ) | (688 | ) | (63,566 | ) |
September 30, | Loss per share - basic and diluted | | (112.28 | ) | (1.23 | ) | (113.51 | ) |
2012 | |
| | As Reported | | Adjustment | | As Restated | | Consolidated Statement of Operations |
($000’s) | ($000’s) | ($000’s) | |
Exploration | | — | | 11,370 | | 11,370 | | | | Inception through | |
General and administrative (1) | | 15,408 | | 4,099 | | 19,507 | | March 31, 2012 |
Total expenses | | 15,408 | | 15,469 | | 30,877 | | | | As Reported | | Adjustment | | As Restated | |
Loss from operations | | (15,408 | ) | (15,469 | ) | (30,877 | ) | ($000’s) | ($000’s) | ($000’s) |
Net loss | | (17,279 | ) | (15,469 | ) | (32,748 | ) | Exploration | | 5,600 | | 1,048 | | 6,648 | |
Net loss attributable to non-controlling interest | | 13 | | 4,057 | | 4,070 | | General and administrative | | 18,364 | | 329 | | 18,693 | |
Net loss attributable to Prospect Global Resources, Inc. | | (17,266 | ) | (11,412 | ) | (28,678 | ) | Total expenses | | 23,964 | | 1,377 | | 25,341 | |
Loss per share - basic and diluted | | (18.31 | ) | (12.10 | ) | (30.41 | ) | Loss from operations | | (23,964 | ) | (1,377 | ) | (25,341 | ) |
| Net loss | | (82,789 | ) | (1,377 | ) | (84,166 | ) |
(1) Includes warrant expense of $5,619. | Net loss attributable to non-controlling interest | | 3,078 | | 689 | | 3,767 | |
| Net loss attributable to Prospect Global Resources, Inc. | | (79,711 | ) | (688 | ) | (80,399 | ) |
Consolidated Statement of Cash Flows | Loss per share - basic and diluted | | (172.91 | ) | (1.49 | ) | (174.40 | ) |
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| | Six months ended | | Consolidated Statement of Cash Flows |
September 30, | |
2012 | | | Fiscal Year ended | |
| | As Reported | | Adjustment | | As Restated | | March 31, 2012 |
($000’s) | ($000’s) | ($000’s) | | | As Reported | | Adjustment | | As Restated | |
Operating activities | | | | | | | | ($000’s) | ($000’s) | ($000’s) |
Net loss | | (17,279 | ) | (15,469 | ) | (32,748 | ) | Operating Activities: | | | | | | | |
Stock based compensation and warrant expense | | 8,228 | | 2,454 | | 10,682 | | Net loss | | (65,580 | ) | (1,377 | ) | (66,957 | ) |
Account payable | | (249 | ) | 2,348 | | 2,099 | | Accrued liabilities | | 299 | | 471 | | 770 | |
Accrued liabilities | | 980 | | 1,680 | | 2,660 | | Net cash used in operating activities | | (10,443 | ) | (906 | ) | (11,349 | ) |
Net cash used in operating activities | | (5,719 | ) | (8,987 | ) | (14,706 | ) | | | | | | | | |
| | | | | | | | Investing Activities: | | | | | | | |
Investing activities | | | | | | | | Mineral Properties | | (1,949 | ) | 906 | | (1,043 | ) |
Mineral properties | | (9,085 | ) | 8,987 | | (98 | ) | Net cash used in investing activities | | (2,030 | ) | 906 | | (1,124 | ) |
Net cash used in investing activities | | (9,481 | ) | 8,987 | | (494 | ) | |
| Consolidated Statement of Cash Flows |
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| | | Inception through | |
| March 31, 2012 |
| | | As Reported | | Adjustment | | As Restated | |
| ($000’s) | ($000’s) | ($000’s) |
| Operating activities: | | | | | | | |
| Net loss | | (82,789 | ) | (1,377 | ) | (84,166 | ) |
| Accrued liabilities | | 386 | | 471 | | 857 | |
| Net cash used in operating activities | | (11,712 | ) | (906 | ) | (12,618 | ) |
| | | | | | | | |
| Investing activities: | | | | | | | |
| Mineral properties | | (1,997 | ) | 906 | | (1,091 | ) |
| Net cash used in investing activities | | (2,086 | ) | 906 | | (1,180 | ) |
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| The Company has also restated the June 30, 2012, September 30, 2012 and December 31, 2012 interim consolidated financial statements to expense certain costs previously capitalized in the balance sheet accounts for Mineral Properties and Deferred Fees and to adjust for certain expenses related to unvested, forfeited stock options. As a result, the interim consolidated statements of operations for the three month periods ended June 30, 2012, September 30, 2012 and December 31, 2012 were amended and restated to expense $6.5 million, $9.0 million and $14.7 million, respectively, of costs previously capitalized. The interim consolidated statement of operations for the six month period ended September 30, 2012 and the nine month periods ended December 31, 2012 were amended and restated to expense $15.5 million and $30.2 million(1), respectively, of costs previously capitalized. Corresponding changes were made to the interim consolidated statement of operations and the interim consolidated statements of cash flows for the periods from inception and the interim consolidated statements of cash flows for the three months ended June 30, 2012, the six months ended September 30, 2012, and the nine months ended December 31, 2012. |
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| (1) $29.8 million net of the $0.4 million reduction in General and Administrative expenses for unvested, forfeited stock options for the nine months ended December 31, 2012. |
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| Consolidated Balance Sheet |
| |
| | | June 30, 2012 | |
| | | As Reported | | Adjustment | | As Restated | |
| ($000’s) | ($000’s) | ($000’s) |
| ASSETS | | | | | | | |
| Mineral properties | | 20,067 | | (7,877 | ) | 12,190 | |
| Total noncurrent assets | | 20,371 | | (7,877 | ) | 12,494 | |
| Total assets | | 22,071 | | (7,877 | ) | 14,194 | |
| SHAREHOLDER’S EQUITY | | | | | | | |
| Common stock | | 39 | | (39 | ) | — | |
| Additional paid-in capital | | 86,719 | | 39 | | 86,758 | |
| Losses accumulated in exploration stage | | (83,032 | ) | (3,939 | ) | (86,971 | ) |
| Total shareholder’s equity - Prospect Global Resources, Inc. | | 4,727 | | (3,938 | ) | 789 | |
| Non-controlling interest | | 7,915 | | (3,939 | ) | 3,976 | |
| Total shareholder’s equity | | 12,642 | | (7,877 | ) | 4,765 | |
| Total liabilities and shareholder’s equity | | 22,071 | | (7,877 | ) | 14,194 | |
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| Consolidated Statement of Operations |
| |
| | | Three months ended | |
| June 30, 2012 |
| | | As Reported | | Adjustment | | As Restated | |
| ($000’s) | ($000’s) | ($000’s) |
| Exploration | | — | | 5,568 | | 5,568 | |
| General and administrative | | 3,328 | | 932 | | 4,260 | |
| Total expenses | | 3,328 | | 6,500 | | 9,828 | |
| Loss from operations | | (3,328 | ) | (6,500 | ) | (9,828 | ) |
| Net loss | | (3,328 | ) | (6,500 | ) | (9,828 | ) |
| Net loss attributable to non-controlling interest | | 7 | | 3,250 | | 3,257 | |
| Net loss attributable to Prospect Global Resources, Inc. | | (3,321 | ) | (3,250 | ) | (6,571 | ) |
| Loss per share - basic and diluted | | (4.20 | ) | (4.12 | ) | (8.32 | ) |
| |
| Consolidated Statement of Operations |
| |
| | | Inception through June | |
| 30, 2012 |
| | | As Reported | | Adjustment | | As Restated | |
| ($000’s) | ($000’s) | ($000’s) |
| Exploration | | 5,600 | | 6,616 | | 12,216 | |
| General and administrative | | 21,692 | | 1,261 | | 22,953 | |
| Total expenses | | 27,292 | | 7,877 | | 35,169 | |
| Loss from operations | | (27,292 | ) | (7,877 | ) | (35,169 | ) |
| Net loss | | (86,117 | ) | (7,877 | ) | (93,994 | ) |
| Net loss attributable to non-controlling interest | | 3,085 | | 3,939 | | 7,024 | |
| Net loss attributable to Prospect Global Resources, Inc. | | (83,032 | ) | (3,938 | ) | (86,970 | ) |
| Loss per share - basic and diluted | | (164.42 | ) | (7.80 | ) | (172.22 | ) |
| |
| Consolidated Statement of Cash Flows |
| |
| | | Three months ended | |
| June 30, 2012 |
| | | As Reported | | Adjustment | | As Restated | |
| ($000’s) | ($000’s) | ($000’s) |
| Operating activities: | | | | | | | |
| Net loss | | (3,328 | ) | (6,500 | ) | (9,828 | ) |
| Accounts payable | | 434 | | 1,722 | | 2,156 | |
| Accrued liabilities | | 258 | | 1,088 | | 1,346 | |
| Net cash used in operating activities | | (2,079 | ) | (3,690 | ) | (5,769 | ) |
| | | | | | | | |
| Investing activities: | | | | | | | |
| Mineral properties | | (3,788 | ) | 3,690 | | (98 | ) |
| Net cash used in investing activities | | (8,937 | ) | 3,690 | | (5,247 | ) |
| |
| Consolidated Statement of Cash Flows |
| |
| | | Inception through June | |
| 30, 2012 |
| | | As Reported | | Adjustment | | As Restated | |
| ($000’s) | ($000’s) | ($000’s) |
| Operating activities: | | | | | | | |
| Net loss | | (86,117 | ) | (7,877 | ) | (93,994 | ) |
| Accounts payable | | 1,106 | | 1,723 | | 2,829 | |
| Accrued liabilities | | 644 | | 1,559 | | 2,203 | |
| Net cash used in operating activities | | (13,292 | ) | (4,595 | ) | (17,887 | ) |
| | | | | | | | |
| Investing activities: | | | | | | | |
| Mineral properties | | (5,784 | ) | 4,595 | | (1,189 | ) |
| Net cash used in investing activities | | (11,523 | ) | 4,595 | | (6,928 | ) |
| |
| | | | | | | | Consolidated Balance Sheet |
| | | | | | | | |
| | | | | | | | | | September 30, 2012 | |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | ASSETS | | | | | | | |
| | | | | | | | Mineral properties | | 29,036 | | (16,846 | ) | 12,190 | |
| | | | | | | | Total noncurrent assets | | 29,638 | | (16,846 | ) | 12,792 | |
| | | | | | | | Total assets | | 41,604 | | (16,846 | ) | 24,758 | |
| | | | | | | | SHAREHOLDER’S DEFICIT | | | | | | | |
| | | | | | | | Common stock | | 55 | | (55 | ) | — | |
| | | | | | | | Additional paid-in capital | | 1,275 | | (4,691 | ) | (3,416 | ) |
| | | | | | | | Losses accumulated in exploration stage | | (96,977 | ) | (12,100 | ) | (109,077 | ) |
| | | | | | | | Total shareholder’s (deficit) - Prospect Global Resources, Inc. | | (95,646 | ) | (16,846 | ) | (112,492 | ) |
| | | | | | | | Total shareholder’s (deficit) | | (95,646 | ) | (16,846 | ) | (112,492 | ) |
| | | | | | | | Total liabilities and shareholder’s deficit (deficit) | | 41,604 | | (16,846 | ) | 24,758 | |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Operations |
| | | | | | | | |
| | | | | | | | | | Three months ended | |
| | | | | | | | September 30, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Exploration | | — | | 5,802 | | 5,802 | |
| | | | | | | | General and administrative | | 12,080 | | 3,167 | | 15,247 | |
| | | | | | | | Total expenses | | 12,080 | | 8,969 | | 21,049 | |
| | | | | | | | Loss from operations | | (12,080 | ) | (8,969 | ) | (21,049 | ) |
| | | | | | | | Net loss | | (13,951 | ) | (8,969 | ) | (22,920 | ) |
| | | | | | | | Net loss attributable to non-controlling interest | | 6 | | 807 | | 813 | |
| | | | | | | | Net loss attributable to Prospect Global Resources, Inc. | | (13,945 | ) | (8,162 | ) | (22,107 | ) |
| | | | | | | | Loss per share - basic and diluted | | (12.75 | ) | (7.46 | ) | (20.21 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Operations |
| | | | | | | | |
| | | | | | | | | | Six Months ended | |
| | | | | | | | September 30, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Exploration | | — | | 11,370 | | 11,370 | |
| | | | | | | | General and administrative | | 15,408 | | 4,099 | | 19,507 | |
| | | | | | | | Total expenses | | 15,408 | | 15,469 | | 30,877 | |
| | | | | | | | Loss from operations | | (15,408 | ) | (15,469 | ) | (30,877 | ) |
| | | | | | | | Net loss | | (17,279 | ) | (15,469 | ) | (32,748 | ) |
| | | | | | | | Net loss attributable to non-controlling interest | | 13 | | 4,057 | | 4,070 | |
| | | | | | | | Net loss attributable to Prospect Global Resources, Inc. | | (17,266 | ) | (11,412 | ) | (28,678 | ) |
| | | | | | | | Loss per share - basic and diluted | | (18.31 | ) | (12.10 | ) | (30.41 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Operations |
| | | | | | | | |
| | | | | | | | | | Inception through | |
| | | | | | | | September 30, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Exploration | | 5,600 | | 12,418 | | 18,018 | |
| | | | | | | | General and administrative | | 33,771 | | 4,428 | | 38,199 | |
| | | | | | | | Total expenses | | 39,371 | | 16,846 | | 56,217 | |
| | | | | | | | Loss from operations | | (39,371 | ) | (16,846 | ) | (56,217 | ) |
| | | | | | | | Net loss | | (100,068 | ) | (16,846 | ) | (116,914 | ) |
| | | | | | | | Net loss attributable to non-controlling interest | | 3,091 | | 4,746 | | 7,837 | |
| | | | | | | | Net loss attributable to Prospect Global Resources, Inc. | | (96,977 | ) | (12,100 | ) | (109,077 | ) |
| | | | | | | | Loss per share - basic and diluted | | (168.66 | ) | (21.04 | ) | (189.70 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Cash Flows |
| | | | | | | | |
| | | | | | | | | | Six months ended | |
| | | | | | | | September 30, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Operating activities | | | | | | | |
| | | | | | | | Net loss | | (17,279 | ) | (15,469 | ) | (32,748 | ) |
| | | | | | | | Stock based compensation and warrant expense | | 8,228 | | 2,454 | | 10,682 | |
| | | | | | | | Account payable | | (249 | ) | 2,348 | | 2,099 | |
| | | | | | | | Accrued liabilities | | 980 | | 1,680 | | 2,660 | |
| | | | | | | | Net cash used in operating activities | | (5,719 | ) | (8,987 | ) | (14,706 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | Investing activities | | | | | | | |
| | | | | | | | Mineral properties | | (9,085 | ) | 8,987 | | (98 | ) |
| | | | | | | | Net cash used in investing activities | | (9,481 | ) | 8,987 | | (494 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Cash Flows |
| | | | | | | | |
| | | | | | | | | | Inception through | |
| | | | | | | | September 30, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Operating Activities: | | | | | | | |
| | | | | | | | Net loss | | (100,068 | ) | (16,846 | ) | (116,914 | ) |
| | | | | | | | Stock based compensation | | 17,946 | | 2,454 | | 20,400 | |
| | | | | | | | Account payable | | 423 | | 2,348 | | 2,771 | |
| | | | | | | | Accrued liabilities | | 1,365 | | 2,151 | | 3,516 | |
| | | | | | | | Net cash used in operating activities | | (17,430 | ) | (9,893 | ) | (27,323 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | Investing Activities: | | | | | | | |
| | | | | | | | Mineral Properties | | (11,082 | ) | 9,893 | | (1,189 | ) |
| | | | | | | | Net cash used in investing activities | | (11,567 | ) | 9,893 | | (1,674 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Balance Sheet |
| | | | | | | | |
| | | | | | | | | | December 31, 2012 | |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | ASSETS | | | | | | | |
| | | | | | | | Mineral properties | | 35,991 | | (23,801 | ) | 12,190 | |
| | | | | | | | Deferred fees | | 7,751 | | (7,751 | ) | — | |
| | | | | | | | Total noncurrent assets | | 44,517 | | (31,554 | ) | 12,963 | |
| | | | | | | | Total assets | | 55,304 | | (31,554 | ) | 23,750 | |
| | | | | | | | SHAREHOLDER’S DEFICIT | | | | | | | |
| | | | | | | | Common stock | | 73 | | (72 | ) | 1 | |
| | | | | | | | Additional paid-in capital | | 34,265 | | (5,046 | ) | 29,219 | |
| | | | | | | | Losses accumulated in exploration stage | | (116,727 | ) | (26,436 | ) | (143,163 | ) |
| | | | | | | | Total shareholder’s deficit - Prospect Global Resources, Inc. | | (82,390 | ) | (31,554 | ) | (113,944 | ) |
| | | | | | | | Non-controlling interest | | — | | — | | — | |
| | | | | | | | Total shareholder’s deficit | | (82,390 | ) | (31,554 | ) | (113,944 | ) |
| | | | | | | | Total liabilities and shareholder’s deficit | | 55,304 | | (31,554 | ) | 23,750 | |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Operations |
| | | | | | | | |
| | | | | | | | | | Three months ended | |
| | | | | | | | December 31, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Exploration | | — | | 5,646 | | 5,646 | |
| | | | | | | | General and administrative | | 15,110 | | 937 | | 16,047 | |
| | | | | | | | Off-take arrangement fee | | — | | 7,751 | | 7,751 | |
| | | | | | | | Total expenses | | 15,110 | | 14,334 | | 29,444 | |
| | | | | | | | Loss from operations | | (15,110 | ) | (14,334 | ) | (29,444 | ) |
| | | | | | | | Net loss | | (19,751 | ) | (14,334 | ) | (34,085 | ) |
| | | | | | | | Net loss attributable to non-controlling interest | | — | | — | | — | |
| | | | | | | | Net loss attributable to Prospect Global Resources, Inc. | | (19,751 | ) | (14,334 | ) | (34,085 | ) |
| | | | | | | | Loss per share - basic and diluted | | (15.36 | ) | (11.14 | ) | (26.50 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Operations |
| | | | | | | | |
| | | | | | | | | | Nine Months ended | |
| | | | | | | | December 31, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Exploration | | — | | 17,016 | | 17,016 | |
| | | | | | | | General and administrative | | 30,518 | | 5,036 | | 35,554 | |
| | | | | | | | Off-take arrangement fee | | — | | 7,751 | | 7,751 | |
| | | | | | | | Total expenses | | 30,518 | | 29.803, | | 60,321 | |
| | | | | | | | Loss from operations | | (30,518 | ) | (29,803 | ) | (60,321 | ) |
| | | | | | | | Net loss | | (37,030 | ) | (29,803 | ) | (66,833 | ) |
| | | | | | | | Net loss attributable to non-controlling interest | | 12 | | 4,057 | | 4,069 | |
| | | | | | | | Net loss attributable to Prospect Global Resources, Inc. | | (37,018 | ) | (25,746 | ) | (62,764 | ) |
| | | | | | | | Loss per share - basic and diluted | | (34.99 | ) | (24.33 | ) | (59.32 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Operations |
| | | | | | | | |
| | | | | | | | | | Inception through | |
| | | | | | | | December 31, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Exploration | | 5,600 | | 18,064 | | 23,664 | |
| | | | | | | | General and administrative | | 48,881 | | 5,365 | | 54,246 | |
| | | | | | | | Off-take arrangement fee | | — | | 7,751 | | 7,751 | |
| | | | | | | | Total expenses | | 54,481 | | 31,180 | | 85,661 | |
| | | | | | | | Loss from operations | | (54,481 | ) | (31,180 | ) | (85,661 | ) |
| | | | | | | | Net loss | | (119,819 | ) | (31,180 | ) | (150,999 | ) |
| | | | | | | | Net loss attributable to non-controlling interest | | 3,091 | | 4,746 | | 7,837 | |
| | | | | | | | Net loss attributable to Prospect Global Resources, Inc. | | (116,728 | ) | (23,434 | ) | (140,162 | ) |
| | | | | | | | Loss per share - basic and diluted | | (182.10 | ) | (36.56 | ) | (218.66 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Cash Flows |
| | | | | | | | |
| | | | | | | | | | Nine months ended | |
| | | | | | | | December 31, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Operating activities: | | | | | | | |
| | | | | | | | Net loss | | (37,030 | ) | (29,803 | ) | (66,833 | ) |
| | | | | | | | Services paid for with securities | | 672 | | 3,875 | | 4,547 | |
| | | | | | | | Stock based compensation | | 12,649 | | 2,578 | | 15,227 | |
| | | | | | | | Deferred fees | | (1,938 | ) | 1,938 | | — | |
| | | | | | | | Accounts payable | | (1,773 | ) | 3,191 | | 1,418 | |
| | | | | | | | Accrued liabilities | | 1,781 | | 2,780 | | 4,561 | |
| | | | | | | | Net cash used in operating activities | | (12,650 | ) | (15,441 | ) | (28,091 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | Investing activities: | | | | | | | |
| | | | | | | | Mineral properties | | (15,539 | ) | 15,441 | | (98 | ) |
| | | | | | | | Net cash used in investing activities | | (16,181 | ) | 15,441 | | (740 | ) |
| | | | | | | | |
| | | | | | | | Consolidated Statement of Cash Flows |
| | | | | | | | |
| | | | | | | | | | Inception through | |
| | | | | | | | December 31, 2012 |
| | | | | | | | | | As Reported | | Adjustment | | As Restated | |
| | | | | | | | ($000’s) | ($000’s) | ($000’s) |
| | | | | | | | Operating activities | | | | | | | |
| | | | | | | | Net loss | | (119,819 | ) | (31,180 | ) | (150,999 | ) |
| | | | | | | | Services paid for with securities | | 3,052 | | 3,876 | | 6,928 | |
| | | | | | | | Stock based compensation | | 22,367 | | 2,578 | | 24,945 | |
| | | | | | | | Deferred fees | | (1,938 | ) | 1,938 | | — | |
| | | | | | | | Accounts payable | | (1,101 | ) | 3,191 | | 2,090 | |
| | | | | | | | Accrued liabilities | | 2,165 | | 3,252 | | 5,417 | |
| | | | | | | | Net cash used in operating activities | | (24,363 | ) | (16,345 | ) | (40,708 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | Investing activities | | | | | | | |
| | | | | | | | Mineral properties | | (17,535 | ) | 16,345 | | (1,190 | ) |
| | | | | | | | Net cash used in investing activities | | (18,266 | ) | 16,345 | | (1,921 | ) |
| | | | | | | | |
| | | | | | | | Controls and Procedures |
| | | | | | | | |
| | | | | | | | Evaluation of Disclosure Controls and Procedures (Restated) |
| | | | | | | | |
| | | | | | | | The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the SEC is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the Company’s controls and procedures. |
| | | | | | | | |
| | | | | | | | Prior to the filing of the Company’s Form 10-K for the fiscal year ended March 31, 2013, Company management, with the participation of the Company’s CEO and CFO, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2013. |
| | | | | | | | |
| | | | | | | | Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2013. Subsequently, the Company determined that there was a material weakness in its internal controls over financial reporting as of March 31, 2013 due to the restatement described below and in Note 19 to the consolidated financial statements included elsewhere in this report. As a result, the Company’s management, with the participation of the CEO and CFO, reevaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2013, and the CEO and CFO of the Company concluded that, because of the material weakness in the Company’s internal control over financial reporting described below, the Company’s disclosure controls and procedures were not effective as of March 31, 2013. |
| | | | | | | | |
| | | | | | | | Management’s Report on Internal Control Over Financial Reporting (Restated) |
| | | | | | | | |
| | | | | | | | Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed, under the supervision of the Company’s CEO and CFO, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
| | | | | | | | |
| | | | | | | | All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. |
| | | | | | | | |
| | | | | | | | Prior to filing our 10-K, Company management conducted an evaluation of the effectiveness of its internal control over financial reporting as of March 31, 2013. This evaluation was based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company’s evaluation under the framework in Internal Control—Integrated Framework, our CEO and CFO had believed that our internal control over financial reporting was effective as of March 31, 2013. |
| | | | | | | | |
| | | | | | | | Subsequent to that evaluation, in connection with the restatement discussed in Note 19 to the consolidated financial statements included elsewhere in this report, management, with the participation of our CEO and CFO, re-evaluated the effectiveness of our internal control over financial reporting and, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, determined that the material weakness described below existed as of March 31, 2013. Accordingly, as a result of this material weakness, our CEO and CFO concluded that our internal control over financial reporting was not effective as of March 31, 2013. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. |
| | | | | | | | |
| | | | | | | | Management has considered the underlying causes for this Amendment, as more fully described in the Explanatory Note and in Note 19 to the consolidated financial statements included elsewhere in this report, and determined that the restatements were due to a material weakness in the Company’s internal control over financial reporting regarding the requirements under United States generally accepted accounting principles (“U.S. GAAP”) and SEC Industry Guide 7. However, management also believes the circumstances leading to the restatements were isolated incidents related to the interpretation of SEC Industry Guide 7 and specific accounting literature pertaining to unvested stock compensation under U.S. GAAP and that no further corrective action is necessary to remedy the material weakness. |
| | | | | | | | |
| | | | | | | | There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2013 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting. |
| | | | | | | | |